Res 2016-062/Video system upgrade

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to which it is entitled under applicable law. The parties acknowledge that the CITY, in executing and performing this Agreement, is a governmental entity acting in a governmental capacity. In the event of a default or breach of the Agreement by RUSHWORKS, the CITY reserves the right to choose among the remedies for the default or breach available to the CITY. These remedies may be used in conjunction with one another or separately, and together with any other statutory or common law remedies available to the CITY. Any failure by the CITY to enforce this Agreement with respect to one or more defaults by RUSHWORKS will not waive the CITY's ability to enforce the Agreement after that time. 15. No Assignment. RUSHWORKS may not sell or assign all or part of its interest in the Agreement to another party or parties without the prior express written approval of the CITY Manager of such sale or assignment. The CITY may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of the CITY. RUSHWORKS will notify the CITY, in writing, of any change in its partnership /ownership within 30 calendar days of such change. 16. Headings. The headings used in this Agreement are for general reference only and do not have special significance. 17. Construction and Severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. Paragraph and Section headings included in the Agreement are for convenience only and are not intended to define or limit the scope of any provisions of the Agreement. All references in this Agreement to any particular gender are for convenience only and will be construed and interpreted to be of the appropriate gender. The term "will" is mandatory in this Agreement. 18. Entire Agreement. This Agreement and the attached Exhibits represents the entire and integrated Agreement between the CITY and RUSHWORKS and supersedes all prior negotiations, representations or agreements either written or oral. In the event of a dispute between the parties regarding the intent of this Agreement, both parties agree that the Agreement will be construed in a manner consistent with the CITY's Request for Proposals, RUSHWORK'S Proposal, and the public record of the CITY Council's approval of the Agreement as applicable. The Agreement may be amended only by written instrument which must be signed by both the CITY and RUSHWORKS. The San Marcos CITY Council must approve any such authorization in change of services or amendment, as applicable, if it results in a change, the compensation for which exceeds $50,000.00 Any exhibits and/or attachments attached to the Agreement are incorporated by reference into the Agreement as though included verbatim herein. 19. Applicable Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Texas, and the laws, rules and regulations of the CITY. The parties further agree that performance and all matters related thereto will be in Hays County, Texas. 20. Statute of Limitations. As to all acts or failures to act by either party to this Agreement, any applicable statute of limitations will commence to run and any alleged cause of action will be 9 RUSHWORKS /City of San Marcos Systems Upgrade, Installation and Integration Agreement